Exhibit 3.1
CERTIFICATE OF AMENDMENT
STOCK CORPORATION
Office of the Secretary of the State
30 Trinity Street / P.O. Box 150470 / Hartford, CT 06115-0470 /Rev. 12/1999
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Space For Office Use Only
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1. NAME OF CORPORATION:
PHOTRONICS, INC.
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2. THE CERTIFICATE OF INCORPORATION IS (check A., B. or C.):
XXX A. AMENDED.
_____
_____ B. AMENDED AND RESTATED.
_____ C. RESTATED.
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3. TEXT OF EACH AMENDMENT / RESTATEMENT:
RESOLVED, that the Certificate of Incorporation be amended by striking
the first paragraph of Article Third in its entirety and substituting
therefor the following:
3. The aggregate number of shares which the Corporation shall have the
authority to issue is 152,000,000 shares, of which 2,000,000 shares shall
be shares of Preferred Stock having a par value of $0.01 per share
(hereinafter called "Common Stock").
The amendment shall be effective upon filing of this Certificate of
Amendment with the Secretary of State.
(Please reference an 8 1/2 X 11 attachment if additional space is needed)
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Space For Office Use Only
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4. VOTE INFORMATION (check A., B. or C.):
XXX
____A. The resolution was approved by shareholders as follows:
(set forth all voting information required by Conn. Gen. Stat. Section
33-800 as amended in the space provided below)
There was only one class of shares outstanding entitled to
vote on the amendment. That class was Common Stock, par value $0.1 per
share, of which 30,373,076 were outstanding on the record date for the
vote. At the meeting to vote on the amendment, 25,725,980 shares of
Common Stock were indisputably present. The vote on the amendment was
23,466,159 shares in favor of the amendment and such vote was sufficient
for approval of the amendment.
The amendment was adopted by the shareholders on March 20,
2002 and by the Board of Directors on March 20, 2002.
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____B. The amendment was adopted by the board of directors without
shareholder action. No shareholder vote was required for adoption.
____C. The amendment was adopted by the incorporators without shareholder
action. No shareholder vote was required for adoption.
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5. EXECUTION:
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Dated this 22nd day of March , 2002.
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James A. Eder Secretary /s/James A. Eder
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Print or type name of signatory Capacity of signatory Signature
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CERTIFICATE OF AMENDMENT
STOCK CORPORATION
Office of the Secretary of the State
30 Trinity Street/P.O. Box 150470/Hartford, CT 06115-0470/new/1-97
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Space For O?
FILING 0001775353 PG 01 OF 02 VOL B-00156
FILED 11/13/1997 12:31 PM PAGE 02040
SECRETARY OF THE STATE
CONNECTICUT SECRETARY OF THE STATE
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1. NAME OF CORPORATION:
PHOTRONICS, INC.
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2. THE CERTIFICATE OF INCORPORATION IS (check A., B., or C.):
XXX A. AMENDED.
_____
_____ B. AMENDED AND RESTATED.
_____ C. RESTATED.
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3. TEXT OF EACH AMENDMENT / RESTATEMENT:
RESOLVED, that the Certificate of Incorporation be amended by striking
the first paragraph of Article Third in its entirety and substituting
therefor the following:
3). The aggregate number of shares which the Corporation shall have the
authority to issue is 77,000,000 shares, of which 2,000,000 shares shall
be shares of Preferred Stock having a par value of $0.01 per share
(hereinafter called "Preferred Stock") and 75,000,000 shares shall be
shares of Common Stock having a par value of $0.01 per share
(hereinafter call "Common Stock").
The amendment shall be effective upon filing of this Certificate of
Amendment with the Secretary of State.
(Please reference an 8 1/2 X 11 attachment if additional space is needed)
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Space For Office Use Only
FILING 0001775353 PG 02 OF VOL B-00156
FILED 11/13/1997 12:31 PM PAGE 02041
SECRETARY OF THE STATE
CONNECTICUT SECRETARY OF THE STATE
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4. VOTE INFORMATION (check A., B., or C.)
XXX A. The resolution was approved by shareholders as follows:
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(set forth all voting information required by Conn. Gen. Stat. section 33-800 as
amended in the space provided below)
There was only one class of shares outstanding entitled to vote on the
amendment. That class was Common Stock, par value $0.01 per share, of which
12,062,368 shares were outstanding on the record date for the vote. At the
meeting to vote on the amendment, 10,156,367 shares of Common Stock were
indisputably present at the meeting. The vote on the amendment was 8,801,215
shares in favor of the amendment and such vote was sufficient for approval of
the amendment.
The amendment was adopted by the shareholders on November 13, 1997 and by
the Board of Directors on September 12, 1997.
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___B. The amendment was adopted by the board of directors without shareholder
action. No shareholder vote was required for adoption.
___C. The amendment was adopted by the incorporators without shareholder action.
No shareholder vote was required for adoption.
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5. EXECUTION
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Dated this 13th day of November, 1997
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JEFFREY P. MOONAN SECRETARY /s/ Jeffrey P. Moonan
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Print or type name of signatory Capacity of signatory Signature
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FILING 00001518585 PG 01 OF 02 VOL B-00007
FILED 03/16/1995 03:00 PM PAGE 03430
SECRETARY OF THE STATE
CERTIFICATE AMENDING OR RESTATING CONNECTICUT
SECRETARY OF THE STATE
61-38 Rev. 9/90
Stock Corporation
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
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1. Name of Corporation (Please enter name within lines)
PHOTRONICS, INC.
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2. The Certificate if Incorporation is: (Check one)
[X] A. Amended only, pursuant to Conn. Gen. Stat. Section 33-360.
[_] B. Amended only, to cancel authorized shares (state number of shares
to be cancelled, the class, the series, if any, and the par value.
P.A. 90-107.)
[_] C. Restated only, pursuant to Conn. Gen. Stat. Section 33-362(a)
[_] D. Amended and restated, pursuant to Conn. Gen. Stat.
Section 33-362(c).
[_] E. Restated and superseded pursuant to Conn. Gen. Stat.
Section 33-362(d).
Set forth here the resolution of amendment and/or restatement. Use an 8
1/2x11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9.
RESOLVED, that the Certificate of Incorporation be amended by striking
the first paragraph of Article Third in its entirety and substituting
therefor the following:
3) The aggregate number of shares which the Corporation shall have the
authority to issue is 22,000,000 shares, of which 2,000,000 shares shall
be shares of Preferred Stock having a par value of $0.01 per share
(hereinafter called "Preferred Stock") and 20,000,000 shares shall be
shares of Common Stock having a par value of $0.01 per share
(hereinafter called "Common Stock").
(If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C or
2D is checked, complete 3A or 3B. If 2E is checked, complete 4.)
3. (Check one)
[_] A. This Certificate purports merely to restate but not to change the
provisions of the original Certificate of Incorporation as supplemented
and amended to date, and there is no discrepancy between the provisions
of the original Certificate of Incorporation as supplemented and amended
to date, and the provisions of this Restated Certificate of
Incorporation. (If 3A is checked, go to 5 & 6 to complete this
certificate.).
[_] B. This Restated Certificate of Incorporation shall give effect to the
amendment(s) and purports to restate all those provisions now in effect
not being amended by such new amendment(s). (If 3B is checked, check 4,
if true, and go to 5 & 6 to complete this Certificate.)
4. (Check, if true)
[_] This restated Certificate of Incorporation was adopted by the greatest
vote which would have been required to amend any provision of the
Certificate of Incorporation as in effect before such vote and
supersedes such Certificate of Incorporation.
(CONN. - 1414 - 3/9/92)
FILING 0001518585 PG 02 OF 02 VOL B-00007
FILED 03/16/1995 03:00 PM PAGE 03431
SECRETARY OF THE STATE
CONNECTICUT SECRETARY OF THE STATE
5. The manner of adopting the resolution was as follow
[X] A. By the board of directors and shareholders pursuant to Conn. Gen.
Stat. Section 33 - 360
Vote of Shareholders: (Check (i) or (ii), and check (iii) if
applicable.)
(i) [X] No shares are required to be voted as a class; the
shareholder's vote was as follows:
Vote Required for Adoption 3,288,639 Vote Favoring Adoption
5,151,790
(ii) [_] There are shares of more than one class entitled to vote
as a class. The designation of each class required for
adoption of the resolution and the vote of each class in
favor of adoption were as follows:
(Use and 8 1/2 x 11 attached sheet if more space is
needed. Conn. Gen. Stat. (S) 1 - 9.)
(iii) [X] Check here if the corporation has 100 or more
recordholders, as defined in Conn. Gen. Stat. (S) 33 -
311a(a)
[_] B. By the board of directors acting alone, pursuant to Conn. Gen. Stat.
(S) 33 - 360(b)(2) or 33-362(a).
The number of affirmative votes required to adopt such resolution
is: _______________________
The number of directors' voted in favor of resolution was: __________
We hereby declare, under the penalties of false statement, that the statements
made in the foregoing certificate are true:
(Print or Type) Signature (Print or Type) Signature
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Name of Pres. Name of Sec
Michael J. Yomazzo /s/ Michael J. Yomazzo Jeffrey P. Moonan /s/ Jeffrey P.
Moonan
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[_] C. The corporation does not have any shareholders. The resolution was
adopted by vote of at least two-thirds of the incorporators before
the organization meeting of the corporation and approved in writing
by all subscribers for shares of the corporation. If there are no
subscribers, state NONE below.
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement, that the statements made in the foregoing
certificate are true.
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Signed Incorporator Signed Incorporator Signed Incorporator
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Signed Subscriber Signed Subscriber Signed Subscriber
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(use an 8 1/2 x 11 attached sheet if more space is needed.
Conn. Gen. Stat (S) 1 - 9)
6. Dated at Brookfield, CT this 16th day of March, 1995
Rec, CC. GS: (Type or Print)
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CT Corporation System
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One Commercial Plaza
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Hartford, CT 06103-3597
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Please provide filer's name and complete address for mailing
receipt
CERTIFICATE AMENDING
CERTIFICATE OF INCORPORATION
OF
PHOTRONIC LABS, INC.
BY ACTION OF
BOARD OF DIRECTORS AND SHAREHOLDERS
I) The Certificate of Incorporation is amended only by the following
resolutions adopted by the Corporations' shareholders and directors:
RESOLVED, that the Certificate of Incorporation of the Corporation be
amended by striking Article FIRST in its entirety and substituting therefor
the following:
1) The name of the corporation is Photronics, Inc.;
Be it further
RESOLVED, that the Certificate of Incorporation be amended by striking
Article Third in its entirety and substituting therefor the following:
3) The aggregate number of shares which the Corporation shall have the
authority to issue is 12,000,000 shares, of which 2,000,000 shares
shall be shares of Preferred Stock having a par value of $.01 per share
(hereinafter called "Preferred Stock") and 10,000,000 shares shall be
shares of Common Stock having a par value of $.01 per share (hereinafter
called "Common Stock").
The designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions thereof, of the Preferred Stock
shall be as follows:
a) The Board of Directors is expressly authorized at any time, and
from time to time, to provide for the issuance of shares of
Preferred Stock in one or more series, with such voting powers, full
or limited, or without voting powers and with such designations,
preferences and relative, participating, optional or other special
rights, and qualifications, limitations or restrictions thereof, as
shall be stated and expressed in the resolution or resolutions
providing for the issue thereof adopted by the Board of Directors, and
as are not stated and expressed in this Certificate of Incorporation,
or any amendment thereto, including (but without limiting the
generality of the foregoing) the following:
(i) The designation of such series;
1
(ii) The dividend rate of such series, the conditions and dates upon
which such dividends shall be payable, the preference or relation
which such dividends shall bear to the dividends payable on any
other class or classes of any other series of capital stock, and
whether such dividends shall be cumulative or non-cumulative;
(iii) Whether the shares of such series shall be subject to redemption by
the Corporation, and, if made subject to such redemption, the
times, prices and other terms and conditions of such redemption;
(iv) The terms and amount of any sinking fund provided for the purchase
or redemption of the shares of such series;
(v) Whether or not the shares of such series shall be convertible into
or exchangeable for shares or any other class or classes of capital
stock of the Corporation, and, if provision be made for conversion
or exchange, the times, prices, rates, adjustments, and other terms
and conditions of such conversion or exchange;
(vi) The extent, if any, to which the holders of the shares of such
series shall be entitled to vote as a class or otherwise with
respect to the election of the directors or otherwise;
(vii) The restrictions, if any, on the issue or release of any additional
Preferred Stock;
(viii) The rights of the holders of the shares of such series upon the
dissolution of, or upon the distribution of assets of, the
Corporation.
b) Except as otherwise required by law and except for such voting powers with
respect to the election of directors or other matters as may be stated in the
resolutions of the Board of Directors creating any series of Preferred Stock,
the holders of any such series shall have no voting power whatsoever.
Subject to the provisions of any applicable law, or except as otherwise
provided by the resolution or resolutions providing for the issue of any series
of Preferred Stock, the holders of outstanding shares of Common Stock shall
exclusively possess voting power for the election of directors and for all other
purposes, each holder of record of shares of Common Stock being entitled to one
vote for each share of Common Stock standing in his name on the books of the
Corporation.
2
Except as otherwise provided by the resolution or resolutions providing for
the issue of any series of Preferred Stock, after payment shall have been made
to the holders of Preferred Stock of the full amount of dividends to which they
shall be entitled pursuant to the resolution or resolutions providing for the
issue of any series of Preferred Stock, the holders of Common Stock shall be
entitled, to the exclusion of the holders of Preferred Stock of any and all
series, to receive such dividends as from time to time may be declared by the
Board of Directors.
Except as otherwise provided by the resolution or resolutions providing for
the issue of any series of Preferred Stock, in the event of any liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
after payment shall have been made to the holders of Preferred Stock of the full
amount to which they shall be entitled pursuant to the resolution or resolutions
providing for the issue of any series of Preferred Stock, the holders of Common
Stock shall be entitled, to the exclusion of the holders of Preferred Stock of
any and all series, to share, ratably according to the number of shares of
Common Stock held by them, in all remaining assets of the Corporation available
for distribution to its shareholders.
Be it further
RESOLVED, that the Certificate of Incorporation of this Corporation be
amended by adding Article EIGHTH in the following form:
8) The shareholders of the Corporation shall not have any pre-emptive or
preferential rights to subscribe for, purchase or receive any shares of
stock of the Corporation (or any obligation convertible into shares of stock,
including without limitation, warrants, subscription rights or options to
acquire shares) which the Corporation may issue or sell.
Be it further
RESOLVED, that the Certificate of Incorporation of this Corporation be
amended by adding Article NINTH in the following form:
9) The personal liability of any Director to the Corporation or its
shareholders for monetary damages for breach of duty as a Director is
hereby limited to the amount of the compensation received by the Director for
serving the Corporation during the year of the violation if such breach did not
(a) involve a knowing and culpable violation of law by the Director, (b) enable
the Director or an associate, as defined in subdivision (3) of Section 33-374d
of the Connecticut General Statutes, to receive an
3
improper personal economic gain, (c) show a lack of good faith and a
conscious disregard for the duty of the Director to the Corporation
under circumstances in which the Director was aware that his conduct or
omission created an unjustifiable risk of serious injury to the
Corporation, (d) constitute a sustained and unexcused pattern of
inattention that amounted to an abdication of the Director's duty to the
Corporation, or (e) create liability under Section 33-321 of the
Connecticut General Statutes. This Article shall not limit or preclude
the liability of any Director for any act or omission occurring prior to
the effective date of this Article. Any repeal or modification of this
Article by the shareholders of the Corporation shall not adversely
affect any right or protection of a Director of the Corporation existing
at the time of such repeal or modification.
II) The above resolutions were adopted by the Shareholders and the Board of
Directors.
III) Number of Recordholders:
At the time of the shareholders vote approving these amendments to the
Certificate of Incorporation, the Corporation had at least one hundred
recordholders.
IV) Vote of Shareholders:
<Table>
<Caption>
Total Voting
Number of Shares Power of Shares Vote Required Favoring
Entitled to Vote Entitled to Vote For Adoption Adoption
---------------- ---------------- ------------ --------
3,191,100 3,191,100 1,594,801 2,507,209
</Table>
Dated at Brookfield Center, Connecticut the 16th day of March, 1990.
We hereby declare under the penalties of false statement that the
statements made in the foregoing certificate are true.
/s/ Constantine Macricostas
--------------------------------
FILED Constantine Macricostas
STATE OF CONNECTICUT President
APR 9 - 1990
/s/ Jeffrey P. Moonan
--------------------------------
Jeffrey P. Moonan
Secretary
VOL 1071
CERTIFICATE AMENDING
CERTIFICATE OF INCORPORATION
OF PHOTRONIC LABS INCORPORATED
BY ACTION OF
BOARD OF DIRECTORS AND SHAREHOLDERS
1. The Certificate of Incorporation is amended only by the following
resolutions adopted by the Corporations' shareholders and directors:
RESOLVED, that the Certificate of Incorporation of the Corporation be
amended by striking Article FIRST in its entirety and replacing
therefor:
1. The name of the Corporation is Photronic Labs, Inc.;
Be it further
RESOLVED, that the Certificate of Incorporation of this Corporation be
amended by striking Article Third in its entirety and substituting
therefor:
2. The total number of shares of stock which the Corporation shall
have authority to issue is 5,000,000 shares with a par value of $.01
each shall be Common Stock.
3. The above resolutions were adopted by the Shareholders and the
Board of Directors.
2
4. Vote of Shareholders:
<Table>
<Caption>
Total Voting
Number of Shares Power of Shares Vote Required Vote Favoring
Entitled to Vote Entitled to Vote For Adoption Adoption
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4200 4200 2101 4200
</Table>
Dated at Brookfield Center, Connecticut the 20th day of June, 1986.
We hereby declare under the penalties of false statement that the
statements made in the foregoing certificate are true.
/s/ Constantine Macricostas
---------------------------------
Constantine Macricostas
President
/s/ Michael J. Yomazzo
---------------------------------
Michael J. Yomazzo
Secretary
CERTIFIED OF INCORPORATION For office use only
STOCK CORPORATION
61-5 REV. 9-45 ACCOUNT NO.
P. 52357
STATE OF CONNECTICUT
SECRETARY OF THE STATE
We, the incorporators, certify that we hereby associate ourselves as a body
politic and corporate under the Stock Corporation Act of the State of
Connecticut.
1. The name of the corporation is Photronic Labs Incorparated
2. The nature of the business to be transacted, or the purpose to be promoted
or carried out by the corporation, are as follows:
a) To engage and participate in the business of precision scientific
photography and related processes.
b) To purchase or otherwise acquire, own, mortgage, lease, sell,
convey or otherwise dispose of or utilize or deal in and with real
property, goods, wares, merchandise and personal property of every kind
and description and wherever located.
c) To carry on any other lawful business whatever in connection with
the foregoing, or calculated directly or indirectly, to promote the
interests of this corporation, or to enhance the value of its
properties; to have, enjoy, and exercise all rights, powers and
privileges which are now or may hereafter be conferred upon business
corporations organized under the general corporation laws of
Connecticut; to do any and all things necessary or proper for the
accomplishment of any of the purposes or the attainment of any objects
hereinbefore set forth, and in general to do every other act or thing
pertaining to the foregoing purposes or powers to the same extent that
a natural person might lawfully do in any part of the world.
d) The foregoing clauses shall be construed as both objects and
powers and the enumeration of specific objects or powers shall not be
deemed to limit or restrict in any manner the objects and powers of
this corporation. All such objects and powers shall be deemed to be
furtherance of and in addition to the general powers conferred by the
laws of the State of Connecticut upon business corporations organized
under the general corporation laws of the State.
3. The designation of each class of shares, the authorized number of shares of
each such class, and the par value (if any) of each share thereof, are as
follows:
Common Stock
[X] 5,000 Shares
[X] $10.00 par value
4. The terms, limitations and relative rights and preferences of each class of
shares and series thereof (if any), or an express grant of authority to the
board of directors pursuant to Section 33-341, 1959 Supp. Conn. G.S., are
as follows:
All Common Stock with equal rights and preferences and no series
or special authority.
The minimum amount of stated capital with which the corporation shall
commence business is $9,000.00 NINE THOUSAND AND NO/100 dollars. (Not less
than
one thousand dollars)
6. Other provisions
The address of the corporation is 20 Ta'Agan Point Road, Danbury,
Connecticut.
7. Said corporation is to commence operations immediately and its duration is
unlimited.
Dated at Danbury this 24/th/ day of Feburary, 1969
We hereby declare, under the penalties of perjury, that the statements made in
the foregoing certificate are true.
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NAME OF INCORPORATOR (Print or Type) NAME OF INCORPORATOR
(Print or Type) NAME OF INCORPORATOR (Print or Type)
1. Armindo J. Rebeiro 2. Gerard P. Keehan 3. Edward
O. Law
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SIGNED (Incorporator) SIGNED (Incorporator) SIGNED
(Incorporator)
1./s/ Armindo J. Rebeiro 2. /s/ Gerard P. Keehan 3. /s/
Edward O. Law
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NAME OF INCORPORATOR (Print or Type) NAME OF INCORPORATOR
(Print or Type) NAME OF INCORPORATOR (Print or Type)
4. Larry L. Sharp 5. Edward G. Keehan 6. Constantine
S. Macricostas
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SIGNED (Incorporator) SIGNED (Incorporator) SIGNED
(Incorporator)
4. /s/ Larry L. Sharp 5. /s/ Edward G. Keehan 6. /s/
Constantine S. Macricostas
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FRANCISE FEE FILING FEE TOTAL FEES
FOR
FILED State of Connecticut $ 50. $ 20. $70.
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OFFICIAL SIGNED (For Secretary of the State)
FEB 28 1969 - 11 30 AM
/s/ [ILLEGIBLE]^^
USE
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/s/ Ella T. Grasso Secretary of State By CERTIFIED COPY SENT ON(Date) INITIALS
Receipt sent to: 4-18-69 PMM
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To Cutsumpas, Collins & Hannafin, Esq.
148 Deer Hill Ave., Danbury, Ct 06810
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CARD LIST PROOF
CP - CO
===================================================================================================================================
-----------------------------
VOL 759 - 741 For office use only
-----------------------------
APPOINTMENT OF STATUTORY AGENT FOR SERVICE ACCOUNT NO.
DOMESTIC CORPORATION P 52357
-----------------------------
TO: The Secretary of the State of Connecticut INITIALS
JB
-----------------------------
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NAME OF CORPORATION
Photronic Labs Incorporated
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APPOINTMENT
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The above corporation appoints as its statutory agent for service, one of the
following:
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NAME OF NATURAL PERSON WHO IS RESIDENT OF CONNECTICUT
BUSINESS ADDRESS
20 Ta'Agan Point Road, Danbury
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Armindo J. Rebeiro RESIDENCE ADDRESS
Ta'Agan Point Road, Danbury
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NAME OF CONNECTICUT CORPORATION ADDRESS OF
PRINCIPAL OFFICE IN CONN. (if none, enter address of
appointee' statutory agent for services)
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NAME OF CORPORATION not Original Under the Laws of Conn. ADDRESS OF
PRINCIPAL OFFICE IN CONN. (if none, enter "Secretary
or the State Connecticut")
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Which has occurred a Certificate of Authority to transact business or conduct affairs in
this state.
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AUTHORIZATION
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NAME OF INCORPORATOR (Print or type) SIGNED
(Incorporator) DATE
ORIGINAL
APPOINTMENT Gerard P. Keehan /s/ Gerard P. Keehan
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NAME OF INCORPORATOR (Print or type) SIGNED
(Incorporator)
(Must be signed
by a majority Edward O. Law /s/ Edward O. Law
February 24, 1969
of incorporators)
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NAME OF INCORPORATOR (Print or type) SIGNED
(Incorporator)
Edward G. Keehan /s/ Edward G. Keehan
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NAME OF PRESIDENT, VICE PRESIDENT, OR SEC. SIGNED
(President or Vice DATE
SUBSEQUENT President, or Secretary)
APPOINTMENT
/s/ Armindo J. Rebeiro
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ACCEPTANCE
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NAME OF STATUTORY AGENT FOR SERVICE (Print or Type)
SIGNED (Statutory Agent for service)
Accepted: Armindo J. Rebeiro /s/ Armindo J. Rebeiro
===============================================================================================================================
===============================================================================================================================
FILING FEE CERTIFICATION FEE
TOTAL FEES
$ $ $
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For FILED State of Connecticut SIGNED (For Secretary of the State)
office
use
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only FEB 28 1969 - 11 30 AM CERTIFIED COPY SENT ON (Date)
INITIALS
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Ella T. Grass a Secretary of TO
State By_________________
/s/ Ella T. Grass
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CARD LIST PROOF
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